National Bank Holding Corporation Completes Acquisition of Community Bancorporation

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DENVER, Sept. 01, 2022 (GLOBE NEWSWIRE) — National Bank Holdings Corporation (NYSE: NBHC, “NBH” or the “Company”), the holding company of NBH Bank, announced that effective today , it has completed its previously announced acquisition of Community Bancorporation (“CB”), the holding company of Rock Canyon Bank, headquartered in Provo, Utah and operating in the greater Salt Lake City area. The merged holding company will operate as National Bank Holdings Corporation and the company’s headquarters will remain in Denver, Colorado.

With the completion of this exclusively negotiated transaction, SHNB now has approximately $8.0 billion in total pro forma assets, including $5.3 billion in total loans and $6.9 billion in total pro forma deposits. formed on June 30, 2022. In addition, SHNB becomes the No. 1 third-party originator of SBA loan volumes in the State of Utah.

Immediately after closing, Rock Canyon Bank was merged with and into NBH Bank. Integration of systems and banking centers is expected to take place in October 2022. Until then, Rock Canyon Bank banking centers will operate under the Rock Canyon Bank name as a division of NBH Bank. Post-integration, Rock Canyon Bank banking centers will be branded as Hillcrest Bank, a division of NBH Bank.

“We are delighted to welcome Rock Canyon Bank customers and associates to the NBH Bank family,” said Tim Laney, Chairman, President and Chief Executive Officer of National Bank Securities Corporation. “We believe our expansion into the fast-growing markets of Salt Lake City and Provo will continue to create long-term shareholder value. Additionally, we intend to leverage Rock Canyon Bank’s highly successful SBA business platform across our regional banking franchise.

Pursuant to the definitive agreement, CB shareholders received $16.1 million in cash and 3.1 million shares of NBHC common stock. The total implied value of the transaction based on August 31, 2022 closing prices is approximately $140.4 million.

The previously announced acquisition of Bank of Jackson Hole continues to progress, with closing and system integration expected in Q4 2022.

BofA Securities, Inc. acted as financial advisor to National Bank Holding Corporation. Squire Patton Boggs (US) LLP acted as legal counsel for the transaction and Wachtell, Lipton, Rosen & Katz provided regulatory advice to National Bank Holdings Corporation.

About National Bank Holding CorporationNational Bank Holding Corporation is a bank holding company created to build a leading community banking franchise that delivers high quality customer service and is committed to stakeholder results. Through its banking subsidiary, NBH Bank, National Bank Holding Corporation operates a network of 86 banking centers, serving individuals, small, medium and large businesses, as well as government and non-profit entities. Its banking centers are located in its central footprint of Colorado, the greater Kansas City area, Texas, Utah and New Mexico. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; and in Texas, Utah and New Mexico, Hillcrest Bank and Hillcrest Bank Mortgage. For recently acquired banking centers, NBH Bank will operate as Rock Canyon Bank until integration. Additional information about National Bank Securities Corporation is available at www.nationalbankholdings.com.

For more information, visit: cobnks.com, bankmw.com, hillcrestbank.com or nbhbank.com. Or follow us on one of our social media sites:

Colorado Community Banks: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks; Midwest Bank: facebook.com/bankmw, twitter.com/bank_mwinstagram.com/bankmw; Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank; NBH Bank: twitter.com/nbhbank; or connect with one of our brands on LinkedIn.

Forward-looking statementsThis press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate”, “believe”, “may”, “will”, “should, “could”, “may”, “predict”, “seek”, “potential”, “will”, “estimate”, “target”, “plan”, “project”, “continue”, “in progress”, ” expect”, “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, each of which could cause actual results to differ materially from those contained in such statements. These factors include, but are not limited to, the “risk factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission ( SEC), other risks and uncertainties list from time to time in our reports and filings with the SEC. , and the following factors: the ability to obtain regulatory approvals and satisfy other conditions to close the mergers on time and on schedule; delay in closing mergers; difficulties and delays in integrating the businesses of NBHC, Community Bancorporation and Bancshares of Jackson Hole Incorporated or in fully realizing cost savings and other benefits; disruption of business as a result of the proposed transactions; ability to execute our business strategy; commercial and economic conditions; the effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; the effects of any changes in trade, monetary and tax policies and laws; changes imposed by regulators to increase capital standards; the effects of inflation, as well as fluctuations in interest rates, the securities market and money supply; changes in the economy or imbalances between supply and demand affecting local real estate values; changes in consumer spending, borrowing and saving habits; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to compensate purchasers or repurchase related loans; the Company’s ability to identify potential candidates for, consume, integrate and realize operational efficiencies from acquisitions, consolidations and other expansion opportunities; the Company’s ability to realize the anticipated benefits of improvements or updates to its major operating systems from time to time without significant change in customer service or risk to the Company’s control environment; the Company’s reliance on information technology and telecommunications systems from third-party service providers and the risk of system failures, interruptions or security breaches; the Company’s ability to achieve organic loan and deposit growth and the composition of that growth; changes in sources and uses of funds; increased competition in the financial services sector; the effect of changes in accounting policies and practices; the price of the Company’s shares; the Company’s ability to realize deferred tax assets or the need for a valuation allowance; the effects of tax legislation, including the potential for future increases in applicable tax rules, or challenges to our position; continued consolidation in the financial services sector; ability to maintain or increase market share and control expenses; the costs and effects of changes in laws and regulations and other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services, including in the area of ​​digital technology, our 2UniFi digital solution; the Company’s continued ability to attract, hire and retain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes, and reporting system and procedures; regulatory limits on dividends from the Company’s banking subsidiary; changes in estimates of future credit reserve requirements based on periodic review thereof in accordance with applicable regulatory and accounting requirements; natural and other large-scale disasters, pandemics, upheavals, political instability, acts of war or terrorist activity, cyberattacks or international hostilities; a cybersecurity incident, data breach or failure of a key IT system; adverse effects due to the novel coronavirus disease 2019 (COVID-19) on the Company and its customers, counterparties, employees and third-party service providers, and adverse impacts on our business, financial condition, results of operations and our prospects; impact of reputational risk; and success in managing the risks related to the above. The Company cannot guarantee that any objective, plan or expectation set forth in the forward-looking statements will be achieved and readers are cautioned not to place undue reliance on such statements. Forward-looking statements are made as of the date of this press release, and the Company does not intend, and undertakes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unforeseen events or circumstances, except as required by applicable law.

Contact:Analyst/Institutional Investors: Aldis Birkans, Chief Financial Officer, (720) 554-6640, [email protected] Media: Jody Soper, Chief Marketing Officer, (303) 784-5925, [email protected]

Source: National Bank Holding Corporation